Cock-up Or Conspiracy? - IPC's rights grab

Photographers contributing to titles owned by IPC Media, the UK’s largest magazine publisher, received an unpleasant surprise last week – a new contract and accompanying revised terms and conditions.

For some it was a blizzard of contracts: photographers received a copy of the documents for every IPC publication they work for.

The contracts were not sent by art directors or picture editors however, but one Mark Winterton, IPC Intellectual Property Manager. Apparently the first thing art directors and picture editors knew about the contract was when they began to receive irate phone calls from photographers.

Attempted rights grabs from IPC are nothing new; the company has been trying it on for years with varying degrees of success. Nevertheless this is a particularly nasty version. Aside from its demand that all future work would be conducted on an “all rights basis” and that contributors “unconditionally and irrevocably waive your rights under Sections 77 and 80 of the Copyright Designs and Patents Act 1988 in the Work(s)” it goes on to claim “ownership of the materials used e.g. film, artwork etc.” Responded one contributor: “I shoot digital so what are they saying? They own my Microdrives and digi camera, computer hard drive etc?”

It gets worse. One clause in the terms and conditions states that contributors “will endeavour to ensure that the Work supplied will not be libellous, infringe any copyright or be otherwise actionable matter”. However a later clause entitles IPC to make any alterations to the work they see fit. The result is that a photographer could find himself legally liable for alterations made by IPC to work which he no longer even owns.

Sign – Or Else

To encourage photographers to sign with alacrity the letter concludes: “Your current core contributor account will be de-activated on the 1 August 2002 so your swift response is appreciated to enable your account to remain active”, an offer which many perceived as a threat.

What really makes this grab unusual however is the accompanying letter. It begins “As you may be aware IPC Media was recently bought by AOL Time Warner. Due to this acquisition we are consolidating our rights agreements with our contributors to provide uniformity across the group.” Later it stresses that the new contract is “to allow us to conform with AOL Time Warner’s requirements.” The message seems clear. This is not an initiative from IPC; they are simply operating on instructions from AOL Time Warner.

But none of this seems right to anyone familiar with the US media and in particular AOL Time Warner. The contract and accompanying terms don’t look anything like what would be produced by the kind if IP lawyers employed by US media corporations – too short for one thing.

And to the best of our knowledge no publication or publisher owned by Time Inc. [the AOL Time Warner division which owns IPC] has ever sent such a contract to any of its contributors. And American photographers who work for Time Inc publications and saw the contract were unanimous in their condemnation: “heinous, insidious”, “what a piece of junk”, “one of the worst deals I’ve ever seen” and “a blatant bad deal” were amongst the comments over the weekend.

What’s Really Going On?

When called by the National Union of Journalists on Monday Winterton claimed that the new contract was instigated by AOL Time Warner as part of a due diligence report. But that raises as many questions as it provides answers. In the US a DDR is the final stage of research conducted by a company into a property it intends to purchase. It’s possible – just – that AOL Time Warner asked IPC to ensure that they had an up to date “all rights” contracts from contributors. But why now? AOL Time Warner bought IPC last autumn, and a DDR is normally prepared before a transaction, not after.

What seems far more likely is that IPC decided to use the opportunity to fire a rights grabbing contract at contributors and see who would fall for it. IPC has claimed that the contract is only being sent to photographers who had previously signed, and that the contract is merely an update. However, whether by accident or design [you guess!], a number of contributors who had previously refused IPC’s “all rights” offers have received the contract.

Of course all this would mean that it’s not really an AOL Time Warner rights grab at all, but IPC instigating their own grab and trying to make it look as if AOL Time Warner are behind it. It’s called passing the buck.

Wait A Minute! You Don’t Have To Sign After All

Whoever was trying to grab what and why, by Monday afternoon IPC were in reverse gear. Callers to IPC were told that they didn’t necessarily need to sign the contract and that usage rights can be agreed “title by title”. When one photographer tried to get the company to agree in writing that they would continue to do business according to his terms the reply was that “all commissioning is done at title level and at the discretion of the commissioning editor”. Leaving aside the fact that commissioning editors were the last people to hear of the contract fracas such a reply completely destroys the rationale behind the rights grab.

IPC’s apparent strategy of slipping the contract out to individual photographers and laying the blame at AOL Time Warner’s door now seems to have backfired badly. Instead of forcing contributors to quickly sign they managed to alienate those they were working with and set alarm bells ringing among among US photographers concerned at the possibility of a global AOL Time Warner rights grab.

US companies set great store by their core values and missions; AOL Time Warner’s are published on their web site . While IPC’s contract attempt clearly scores high on “creativity” [“innovation and originality – encouraging risk taking]”, in this instance they seem to have fallen heavily with regard to the other values, in particular “integrity”, “responsibility” and “teamwork”.

What AOL Time Warner will make of it all remains to be seen. Meanwhile there’s absolutely no reason at all for anyone to sign this awful contract; according to IPC themselves you can still work regularly for IPC negotiating your own terms with the individual commissioning editors.

The NUJ has requested a meeting with IPC to sort out the confusion. Meanwhile we encourage IPC contributors – and other photographers – to write to Mark Winterton at IPC explaining why the contract is unacceptable.

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